AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2002
REGISTRATION NUMBER 333-83946
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 38-3161171
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification Number)
----------
1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2000
(Address, including Zip Code, and Telephone Number, including Area Code, of
Registrant's Principal Executive Offices)
----------
PATRICK S. LANCASTER
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2000
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)
----------
Copies of all correspondence to:
WILSON S. NEELY MICHAEL A. CAMPBELL
SIMPSON THACHER & BARTLETT MAYER, BROWN, ROWE & MAW
425 LEXINGTON AVENUE 190 SOUTH LASALLE STREET
NEW YORK, NEW YORK 10017 CHICAGO, ILLINOIS 60603
(212) 455-2000 (312) 782-0600
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 other than securities offered only in connection with dividend or
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF SHARES TO BE AMOUNT TO BE AGGREGATE PRICE PER PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED UNIT (1) AGGREGATE OFFERING PRICE REGISTRATION FEE (2)
------------------------ -------------- --------------------- -------------------------- ---------------------
Common stock, par
value $0.01 per share 10,925,000 $ 28.40 $310,270,000 $28,612
--------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c), based on average of high and low price per share
of the common stock as reported on the New York Stock Exchange on March
8, 2002 solely for purposes of calculating the registration fee.
(2) Registration fees paid previously on March 7, 2002 and March 13, 2002.
----------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
SUPPLEMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 20, 2002
PROSPECTUS SUPPLEMENT
---------------------
(TO PROSPECTUS DATED MARCH , 2002)
9,500,000 SHARES
[GRAPHIC OMITTED]
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
COMMON STOCK
----------------
The selling stockholders named in this prospectus supplement are selling
9,500,000 shares of common stock with this prospectus supplement. We will not
receive any of the proceeds of the sale of the shares by the selling
stockholders.
The shares trade on the New York Stock Exchange under the symbol "AXL." On
March 12, 2002, the last sale price of our common stock as reported on the New
York Stock Exchange was $30.05 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS.
----------------
PER SHARE TOTAL
----------- ------
Public offering price ........................................... $ $
Underwriting discount ........................................... $ $
Proceeds, before expenses, to the selling stockholders .......... $ $
The underwriters may also purchase up to an additional 1,425,000 shares
from certain of the selling stockholders at the public offering price, less the
underwriting discount, within 30 days from the date of this prospectus
supplement to cover overallotments.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The shares will be ready for delivery on or about March , 2002.
----------------
MERRILL LYNCH & CO. CREDIT SUISSE FIRST BOSTON MORGAN STANLEY
----------------
LEHMAN BROTHERS WACHOVIA SECURITIES
----------------
The date of this prospectus supplement is March , 2002.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
Selling Stockholders .......................................................S-3
Underwriting ...............................................................S-4
PROSPECTUS
About this Prospectus ...................................................... 2
Where You Can Find Additional Information .................................. 2
Risk Factors ............................................................... 4
Use of Proceeds ............................................................ 9
Price Range of Common Stock ................................................ 9
Dividend Policy ............................................................ 9
Selling Stockholders ....................................................... 10
Plan of Distribution ....................................................... 11
Legal Matters .............................................................. 11
Experts .................................................................... 11
------------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of
their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
------------
S-2
SELLING STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of our common stock by the selling stockholders and their affiliates
as of March 5, 2002.
Percentage ownership in the table below assumes the exercise of options to
purchase 4,322,943 shares that were granted prior to our initial public
offering and that are currently exercisable. Options granted after our initial
public offering are assumed to be exercised as described in note (2) below.
PERCENTAGE
NUMBER OF PERCENTAGE OF NUMBER OF OF TOTAL
SHARES TOTAL VOTING NUMBER OF SHARES TO BE VOTING POWER
CURRENTLY POWER PRIOR SHARES TO BE OWNED AFTER AFTER
NAME OF BENEFICIAL OWNER OWNED TO OFFERING SOLD OFFERING OFFERING
------------------------ --------- ------------- ------------ ------------ ------------
Blackstone (1)(3) ............ 22,010,992 42.5% 8,000,000 14,010,992 27.1%
Richard E. Dauch (2) ......... 8,712,483 16.8 1,500,000 7,212,483 13.9
----------
(1) 22,010,992 shares, or 42.5% (before the offering), of the outstanding
shares are held collectively by Blackstone Capital Partners II Merchant
Banking Fund L.P., Blackstone Offshore Capital Partners II L.P. and
Blackstone Family Investment Partnership II L.P., who we refer to
collectively as "Blackstone".
(2) Includes 7,304,949 shares held by the Dauch Annuity Trust 2001, the Dauch
Annuity Trust 2004 and the Dauch Annuity Trust 2007 (collectively the
"Dauch Trusts"). Mr. Dauch is the Trustee of the Dauch Trusts and has the
power to sell, transfer or otherwise dispose of shares owned by the Dauch
Trusts. Also includes 1,406,134 shares issuable under options that are
currently exercisable or that will become exercisable within 60 days of
-arch 5, 2002, including options to purchase 169,950 shares that were
granted after our initial public offering.
(3) Assumes no exercise of the overallotment option.
S-3
UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and
First Union Securities, Inc. are acting as representatives of the underwriters
named below. Subject to the terms and conditions described in a purchase
agreement among us, the selling stockholders and the underwriters, the selling
stockholders have agreed to sell to the underwriters, and the underwriters
severally and not jointly have agreed to purchase from the selling
stockholders, the number of shares listed opposite their names below.
NUMBER OF
UNDERWRITER SHARES
----------- ---------
Merrill Lynch, Pierce, Fenner & Smith Incorporated ............
Credit Suisse First Boston Corporation ........................
Morgan Stanley & Co. Incorporated .............................
Lehman Brothers Inc. ..........................................
First Union Securities, Inc. ..................................
---------
Total ......................................................... 9,500,000
=========
Subject to the terms and conditions in the purchase agreement, the
underwriters have agreed to purchase all of the shares of our common stock
being sold under the purchase agreement if any of these shares of our common
stock are purchased. If an underwriter defaults, the purchase agreement
provides that the purchase commitments of the nondefaulting underwriters may be
increased or the purchase agreement may be terminated.
We and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments the underwriters may be required to make in respect
of those liabilities.
The underwriters are offering the shares of our common stock, subject to
prior sale, when, as and if issued to and accepted by them, subject to approval
of legal matters by their counsel, including the validity of the shares, and
other conditions contained in the purchase agreement, such as the receipt by
the underwriters of officer's certificates and legal opinions. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.
COMMISSIONS AND DISCOUNTS
The representatives have advised us and the selling stockholders that the
underwriters propose initially to offer the shares of our common stock to the
public at the public offering price on the cover page of this prospectus
supplement and to dealers at that price less a concession not in excess of $
per share. The underwriters may allow, and the dealers may reallow, a discount
not in excess of $ per share to other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
The following table shows the public offering price, underwriting discount
to be paid by the selling stockholders to the underwriters and the proceeds,
before expenses, to the selling stockholders. The information assumes either no
exercise or full exercise by the underwriters of their overallotment option.
PER SHARE WITHOUT OPTION WITH OPTION
----------- ---------------- ------------
Public offering price ..................... $ $ $
Underwriting discount ..................... $ $ $
Proceeds, before expenses, to the selling
stockholders ............................ $ $ $
S-4
The expenses of this offering, not including the underwriting discount,
are estimated to be $ and are payable by us. This offering is being conducted
pursuant to the exercise of a demand registration request by the selling
stockholders pursuant to a stockholders' agreement among us and certain
stockholders.
OVERALLOTMENT OPTION
Blackstone, one of the selling stockholders, has granted an option to the
underwriters to purchase up to 1,425,000 additional shares of our common stock
at the public offering price less the underwriting discount. The underwriters
may exercise this option for 30 days from the date of this prospectus
supplement solely to cover any overallotments. If the underwriters exercise
this option, each underwriter will be obligated, subject to conditions
contained in the purchase agreement, to purchase a number of additional shares
proportionate to that underwriter's initial amount reflected in the above
table.
NO SALES OF SIMILAR SECURITIES
We, the selling stockholders and our directors have agreed, except in
limited circumstances, not to sell or transfer any shares of our common stock
for 90 days after the date of this prospectus supplement without first
obtaining the written consent of Merrill Lynch. Specifically, we, the selling
stockholders and our directors have agreed not to directly or indirectly:
o offer, pledge, sell or contract to sell any shares of our common stock,
o sell any option or contract to purchase any shares of our common stock,
o purchase any option or contract to sell any shares of our common stock,
o grant any option, right or warrant for the sale of any shares of our
common stock,
o lend or otherwise dispose of or transfer any shares of our common stock,
o request or demand that we file a registration statement related to our
common stock, or
o enter into any swap or other agreement that transfers, in whole or in
part, directly or indirectly the economic consequence of ownership of our
common stock whether any such swap or transaction is to be settled by
delivery of our common stock or other securities, in cash or otherwise.
This lockup provision applies to shares of our common stock and to
securities convertible into, or exchangeable or exercisable for, or repayable
with, shares of our common stock. It also applies to shares of our common stock
owned now or acquired later by the person executing the agreement or for which
the person executing the agreement later acquires the power of disposition.
In addition to the lock-up described above, our executive officers will be
subject to similar lock-up agreements for a period of 45 days after the date of
this prospectus supplement. Currently our executive officers, excluding Richard
E. Dauch, own approximately 1,950,000 shares of our common stock, including
shares issuable under options that are currently exercisable or will become
exercisable within 60 days of the date of this prospectus supplement. Following
the expiration of these lock-up agreements, these shares will be freely
tradable, subject to restrictions imposed on affiliates under Rule 144 of the
Securities Act.
ELECTRONIC DISTRIBUTION
Merrill Lynch will be facilitating Internet distribution for this offering
to certain of its Internet subscription clients. Merrill Lynch intends to
allocate a limited number of shares for sale to its online brokerage clients.
An electronic prospectus is available on the internet web site maintained by
Merrill Lynch and may be available on the internet web sites maintained by one
or more of the other underwriters participating in this offering. Other than
the prospectus supplement in electronic format, the information on the Merrill
Lynch web site or any other web site maintained by any other underwriter
participating in this offering is not a part of this prospectus supplement.
S-5
LISTING ON THE NEW YORK STOCK EXCHANGE
The shares of our common stock are listed on the New York Stock Exchange
under the symbol "AXL."
PRICE STABILIZATION AND SHORT POSITIONS
Until the distribution of the shares of our common stock is completed,
rules of the Securities and Exchange Commission may limit underwriters and
selling group members from bidding for and purchasing our common stock.
However, the representatives may engage in transactions that stabilize the
price of the common stock, such as bids or purchases to peg, fix or maintain
that price.
In connection with the offering, the underwriters may make short sales of
our common stock. Short sales involve the sale by the underwriters at the time
of the offering of a greater number of shares than they are required to
purchase in the offering. Covered short sales are sales made in an amount not
greater than the overallotment option. The underwriters may close out any
covered short position by either exercising their overallotment option or
purchasing shares in the open market. In determining the source of shares to
close out the covered short position, the underwriters will consider, among
other things, the price of shares available for purchase in the open market as
compared to the public offering price at which they may purchase the shares
through the overallotment option.
Naked short sales are sales in excess of the overallotment option. The
underwriters must close out any naked short position by purchasing shares in
the open market. A naked short position is more likely to be created if the
underwriters are concerned that there may be downward pressure on the price of
the shares in the open market after pricing that could adversely affect
investors who purchase in the offering.
Similar to other purchase transactions, purchases by the underwriters to
cover syndicate short positions may have the effect of raising or maintaining
the market price of the common stock or preventing or retarding a decline in
the market price of our common stock. As a result, the price of our common
stock may be higher than it would otherwise be in the absence of these
transactions.
Neither we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither
we nor any of the underwriters make any representation that the representatives
will engage in these transactions or that these transactions, once commenced,
will not be discontinued without notice.
OTHER RELATIONSHIPS
Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for these transactions. In addition, affiliates of Credit Suisse
First Boston Corporation and First Union Securities, Inc. are lenders under our
revolving credit facility.
First Union Securities, Inc., a subsidiary of Wachovia Corporation,
conducts its investment banking, institutional and capital markets business
under the trade name of Wachovia Securities. Any references to "Wachovia
Securities" in this prospectus supplement, however, do not include Wachovia
Securities, Inc., a separate broker-dealer subsidiary of Wachovia Corporation
and affiliate of First Union Securities, Inc. which may or may not be
participating as a separate selling dealer in the distribution of the
securities offered by this prospectus supplement.
S-6
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, dated March 20, 2002
PROSPECTUS
10,925,000 SHARES
[GRAPHIC OMITTED]
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
COMMON STOCK
---------------------
The selling stockholders identified in this prospectus may offer from time
to time all of the shares to be sold in the offering. We are not selling any
shares of common stock under this prospectus and will not receive any of the
proceeds from the sale of shares by the selling stockholders.
The selling stockholders may sell the shares of common stock described in
this prospectus in a number of different ways and at varying prices. We provide
more information about how they may sell their shares in the section titled
"Plan of Distribution" on page 11.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
At the time a particular offer of shares is made, we will if required, set
forth the terms of the offering in a supplement to this prospectus.
The shares trade on the New York Stock Exchange under the symbol "AXL." On
March 12, 2002, the last sale price of the shares as reported on the New York
Stock Exchange was $30.05 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
---------------------
The date of this prospectus is , 2002.
TABLE OF CONTENTS
PAGE
----
About This Prospectus .............................. 2
Where You Can Find Additional Information .......... 2
Risk Factors ....................................... 4
Use of Proceeds .................................... 9
Price Range of Common Stock ........................ 9
Dividend Policy .................................... 9
Selling Stockholders ............................... 10
Plan of Distribution ............................... 11
Legal Matters ...................................... 11
Experts ............................................ 11
---------------------
ABOUT THIS PROSPECTUS
You should rely on the information incorporated by reference or contained
in this prospectus or any supplement. We have not authorized anyone to provide
you with information different from that contained or incorporated by reference
in this prospectus or any supplement. The selling stockholders are offering
their 10,925,000 shares of common stock. The selling stockholders will not make
an offer of the shares of common stock in any state where the offer is not
permitted. We will not receive any proceeds from the sale of shares by the
selling stockholders. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of common stock.
This preliminary prospectus is subject to completion prior to this
offering. Among other things, this preliminary prospectus describes our company
as we currently exist.
As used in this prospectus, except as otherwise indicated, references to
"AAM," "the company," "we," "our" or "us" mean American Axle & Manufacturing
Holdings, Inc. and its subsidiaries and predecessors, collectively.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of a registration statement filed with the SEC.
The registration statement contains additional information and exhibits not
included in this prospectus and refers to documents that are filed as exhibits
to other SEC filings. We also file annual, quarterly and current reports, proxy
statements and other information with the SEC.
You can call the SEC's toll-free number at 1-800-SEC-0330 for further
information. The SEC maintains a website at www.sec.gov that contains reports,
proxy and information statements and other information regarding companies like
ours that file with the SEC electronically. The documents can be found by
searching the EDGAR archives at the SEC's website. Our SEC filings, and other
information about us, may also be obtained from our website at www.aam.com,
although information on our website does not constitute a part of this
prospectus.
We have elected to "incorporate by reference" certain information into
this prospectus, which means we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus.
We incorporate by reference:
o Our annual report on Form 10-K for the fiscal year ended December 31,
2000 filed with the SEC on March 15, 2001, including the information
specifically incorporated by reference into
2
our Form 10-K from our Proxy Statement for our 2001 Annual Meeting of
Shareholders, also filed with the SEC on March 15, 2001, but not
including the financial statements, related management's discussion and
analysis and selected consolidated and other financial data contained in
such annual report on Form 10-K, which are superseded by the 2001
financial statements, related management's discussion and analysis and
selected consolidated and other financial data contained in the Form 8-K
filing referred to below;
o Our quarterly report on Form 10-Q for the nine months ended September
30, 2001 filed with the SEC on November 14, 2001;
o Our quarterly report on Form 10-Q for the six months ended June 30, 2001
filed with the SEC on July 27, 2001;
o Our quarterly report on Form 10-Q for the three months ended March 31,
2001 filed with the SEC on May 14, 2001;
o Our current report on Form 8-K filed with the SEC on March 12, 2002
including: (i) our Management's Discussion and Analysis, (ii) our
Consolidated Financial Statements and related notes thereto as of
December 31, 2001 and 2000 and for each of the years ended December 31,
2001, 2000 and 1999 and (iii) Selected Consolidated Financial and Other
Data (Seven-Year Financial Summary); and
o The description of our common stock contained in our registration
statement on Form S-1/A filed with the SEC on January 29, 1999, including
any amendments or reports filed for the purpose of updating such
description.
We are also incorporating by reference all other reports that we file with
the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
between the date of this prospectus and the date of the completion of any
offering made pursuant to this prospectus. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes that
statement. Any statement that is modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
You may obtain copies of these documents from us without charge by writing
or telephoning us at:
American Axle & Manufacturing Holdings, Inc.
Attention: Investor Relations
1840 Holbrook Avenue
Detroit, Michigan 48212-3488
Telephone Number: (313) 974-2073
3
RISK FACTORS
This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The terms "expect", "anticipate",
"intend", "project" and similar words or expressions are intended to identify
forward-looking statements. These statements speak only as of the date of this
prospectus. The statements are based on current expectations, are inherently
uncertain, are subject to risks, and should be viewed with caution. Actual
results and experience may differ materially from the forward-looking
statements as a result of many factors, certain of which are described below.
It is not possible to foresee or identify all such factors. We make no
commitment to update any forward-looking statement or to disclose any facts,
events, or circumstances after the date hereof that may affect the accuracy of
any forward-looking statement.
OUR OPERATIONS ARE LINKED TO DOMESTIC AUTOMOTIVE PRODUCTION AND A DECREASE IN
CONSUMER DEMAND, TIGHTER GOVERNMENT REGULATIONS OR INCREASED COSTS COULD
NEGATIVELY IMPACT OUR OPERATIONS.
Our operations are cyclical because they are directly related to domestic
automotive production, which is itself cyclical and dependent on general
economic conditions and other factors. Sales of axles and related driveline
components for light trucks and sport-utility vehicles, or "SUVs", constituted
approximately 90% of our sales in 2001. There can be no assurance that positive
trends in sales of these vehicles, or that the increasing penetration of
four-wheel drives/all-wheel drives, or "4WD/AWDs", as a percentage of these
vehicles, will continue. A decrease in consumer demand for the models that
generate the most sales for us, our failure to obtain sales orders for new or
redesigned models or pricing pressure from our customers or competitors could
have a material adverse effect on our business. Government regulations,
including those relating to Corporate Average Fuel Economy regulations, could
impact vehicle mix and volume, which could also adversely affect the demand for
our existing products.
The prices of the raw materials needed for our products may increase and
we may be unable to pass these raw material price increases to our customers
due to pricing pressure to remain competitive. In addition, we sell most of our
products under long-term contracts with prices established at the time the
contracts were entered into. There is substantial and continuing pressure from
our key customers, the major automotive companies, to reduce the number of
outside suppliers and reduce costs. Management believes that our ability to
control costs, achieve productivity improvements and develop new products will
be essential to remain competitive. There can be no assurance that we will be
able to improve or maintain our profitability on product sales.
THE LOSS OF, OR SIGNIFICANT REDUCTION IN, PURCHASES OF OUR PRODUCTS BY GM COULD
ADVERSELY AFFECT OUR BUSINESS.
We are the principal supplier of driveline components to GM for its light
trucks, SUVs and rear-wheel drive, or "RWD", passenger cars. We sell products
to GM under lifetime program contracts, or "LPCs", which have terms equal to
the lives of the relevant vehicle programs or their respective derivatives of
typically 6 to 12 years. The LPCs establish pricing for products sold to GM and
require us to remain competitive with respect to technology, design and
quality. Substantially all of our sales to GM are made pursuant to the LPCs.
Sales to GM were approximately 87% of our total sales in 2001, 85% in 2000 and
86% in 1999. We will have to compete for future GM business upon the
termination of the LPCs or our component supply agreement, or "CSA", with GM.
There can be no assurance that we will remain competitive with respect to
technology, design and quality to GM's reasonable satisfaction. Pricing
negotiated with GM in future agreements may be more or less favorable than the
LPCs and other currently applicable agreements. If we lose any significant
portion of our sales to GM, or if GM significantly reduces its production of
light trucks or SUVs, it would have a material adverse effect on our results of
operations and financial condition. Disputes arising from any current or future
agreements between us and GM could have a material adverse impact on our
relations and our results of operations or financial condition.
4
FUTURE WORK STOPPAGES AT GM COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION,
RESULTS OF OPERATIONS AND THE CONDUCT OF OUR BUSINESS.
Because GM accounts for approximately 87% of our sales, future work
stoppages at GM could materially and adversely affect our financial condition,
results of operations and the conduct of our business. Over the past five
years, there have been labor strikes against GM which have resulted in work
stoppages at GM. We estimate that the work stoppage at GM during June and July
of 1998 resulted in lost sales to us of approximately $188 million and lost
operating income (including related start-up inefficiencies in our operations
in August 1998) of approximately $71.2 million. We also estimate that work
stoppages at GM resulted in lost sales to us of approximately $95 million in
1996 and $60 million in 1997.
OUR BUSINESS COULD BE NEGATIVELY IMPACTED IF WE FAIL TO MAINTAIN SATISFACTORY
LABOR RELATIONS.
Although we believe our relations with our unions are positive, there can
be no assurance that future issues with our labor unions will be resolved
favorably or that we will not experience a work stoppage which could adversely
affect our business. Since we commenced operations in 1994, we have not
experienced any strikes. Our current national collective bargaining agreement
with the United Automobile, Aerospace and Agricultural Workers of America, or
"UAW", runs through February 25, 2004 and our collective bargaining agreement
with the International Association of Machinists runs through May 5, 2004.
Associates at our MSP Industries Corporation, or "MSP", subsidiary and our
Colfor Manufacturing Inc., or "Colfor", subsidiary are also represented by the
UAW under collective bargaining agreements that expire in 2005. In addition,
associates at our Albion Automotive (Holdings) Limited, or "Albion", subsidiary
in Scotland are represented by labor unions under various collective bargaining
agreements that expire in 2004, certain of which may be terminated upon
six-months' notice. Associates at our Guanajuato, Mexico facility, or
"Guanajuato Gear & Axle", and our Brazilian majority-owned facility are
represented by labor unions that are subject to collective bargaining
agreements that expire annually.
BLACKSTONE HAS SIGNIFICANT INFLUENCE ON ALL STOCKHOLDER VOTES AND MAY HAVE
INTERESTS THAT ARE DIFFERENT FROM YOURS.
Upon the sale of all shares offered hereunder, Blackstone Capital Partners
II Merchant Banking Fund L.P. and certain of its affiliates will have
approximately 24.3% beneficial ownership of our common stock. See "Selling
Stockholders". As a result, Blackstone will continue to have significant
influence on matters submitted to our stockholders, including proposals
regarding:
o any merger, consolidation or sale of all or substantially all of our
assets,
o the election of members of our board of directors and
o preventing or causing a change of control of our company.
In addition to its significant influence, Blackstone's interest may be
significantly different from the interests of other owners of our common stock.
We are a party to a stockholders' agreement with Blackstone, Jupiter
Capital Corporation, or "Jupiter", Richard E. Dauch and certain other
stockholders. Generally, pursuant to the stockholders' agreement, so long as
Blackstone owns at least one-third of the common stock held by it at our
recapitalization in 1997, (i) if Blackstone receives and accepts an offer from
a person to purchase all, or substantially all, of the common stock held by
Blackstone, Jupiter, Mr. Dauch and certain other stockholders, then Jupiter,
Mr. Dauch and such other stockholders are required to offer their shares of
common stock in any such sale and (ii) if Blackstone proposes to transfer all
or a portion of its shares of common stock, other than to its affiliates or in
connection with a public offering registered under the Securities Act, Jupiter,
Mr. Dauch and such other stockholders have the right to require the transferee
to purchase a proportional share of their respective shares.
5
WE HAVE SUBSTANTIAL LEVERAGE, WHICH COULD RESTRICT OUR GROWTH, PLACE US AT A
COMPETITIVE DISADVANTAGE OR OTHERWISE IMPAIR OUR ABILITY TO CONDUCT OUR
BUSINESS.
Our ability to satisfy our debt obligations will depend on our future
operating performance, which will be affected by prevailing economic conditions
and financial, business and other factors, certain of which are beyond our
control. We have incurred substantial indebtedness, principally in connection
with our recapitalization in 1997. As of December 31, 2001, we had
approximately $878.2 million of outstanding long-term indebtedness under our
outstanding senior subordinated notes, our senior secured bank credit
facilities, our receivables financing facility and other capital lease and debt
obligations. At December 31, 2001, we had approximately $534.7 million of
stockholders' equity.
The degree to which we are leveraged could have important consequences,
including the following: (i) our ability to obtain additional financing in the
future for working capital, capital expenditures, research and development,
acquisitions or general corporate purposes may be impaired; (ii) a substantial
portion of our cash flow from operations must be dedicated to the payment of
interest on our existing indebtedness, thereby reducing the funds available to
us for other purposes; (iii) our operations are restricted by the agreements
governing our long-term indebtedness which contain certain financial and
operating covenants; (iv) indebtedness under our credit facilities is at
variable rates of interest, and therefore we are vulnerable to increases in
interest rates; (v) all of the indebtedness outstanding under the credit
facilities is secured by substantially all of our assets; and (vi) our
substantial degree of leverage could make it more vulnerable in the event of a
downturn in general economic conditions or in our business.
We believe, based on current circumstances, that our cash flow, together
with available borrowings under the credit facilities, will be sufficient to
permit us to meet our operating expenses and to service our debt requirements.
Significant assumptions underlie this belief, including, among other things,
that we will succeed in implementing our business and growth strategies and
there will be no material adverse developments in our business, liquidity or
capital requirements. The impact of work stoppages at GM have had and may in
the future have a significant adverse impact on our results of operations and
liquidity and have contributed and may contribute in the future to an increase
in our leverage. In addition, the consummation of future acquisitions could
also increase our leverage.
WE ARE SUBJECT TO RESTRICTIVE COVENANTS IN THE AGREEMENTS GOVERNING OUR
INDEBTEDNESS.
The agreements governing our indebtedness include certain covenants that
restrict, among other things, (i) the incurrence of additional indebtedness,
certain convertible or mandatorily redeemable securities and preferred stock,
(ii) the payment of dividends on, and redemption of, capital stock and the
redemption of indebtedness that is subordinate in right of payment to our
senior subordinated notes, (iii) certain other restricted payments, (iv)
certain sales of assets, (v) certain transactions with affiliates, (vi) the
creation of certain liens and (vii) consolidations, mergers, and transfers of
all or substantially all of our assets. The debt agreements also contain other
and more restrictive covenants and prohibit us from prepaying certain
indebtedness. The debt agreements also require us to comply with financial
covenants relating to interest coverage, leverage, retained earnings and
capital expenditures. Our ability to meet those financial ratios and tests can
be affected by events beyond our control, and there can be no assurance that we
will meet those tests. A breach of any of these covenants, ratios or tests
could result in default under our debt agreements.
We are currently in compliance with the covenants and restrictions
contained in our debt agreements. However, our ability to continue to comply
may be affected by events beyond our control, including prevailing economic,
financial and industry conditions. In addition, upon the occurrence of an event
of default under the debt agreements, the lenders could elect to declare all
amounts outstanding under the debt agreements, together with accrued interest,
to be immediately due and payable. If we were unable to repay those amounts,
the lenders could proceed against the collateral granted to them to secure that
indebtedness.
6
WE AND OUR CUSTOMERS MAY NOT BE ABLE TO TIMELY OR SUCCESSFULLY LAUNCH NEW
PRODUCT PROGRAMS.
Our customers are preparing to launch new product programs for which we
will supply newly developed axles and other driveline components. Certain of
these program launches could require substantial capital investments by us.
Although we do not currently anticipate any problems completing such new
product program launch activities in time for the start of production, there
can be no assurance that we will be able to install and certify the equipment
needed to produce products for these new product programs in time for the start
of production. There can be no assurance that the transitioning of our
manufacturing facilities and resources to full production under these new
product programs, or any other future product programs, will not impact
production rates or other operational efficiency measures at our facilities. In
addition, there can be no assurance that our customers will execute the launch
of these product programs, or any additional future product program for which
we will supply products, on schedule.
WE FACE SUBSTANTIAL COMPETITION AND OUR COMPETITORS MAY HAVE SUPERIOR RESOURCES,
WHICH COULD PLACE US AT A COMPETITIVE DISADVANTAGE.
The OEM supply industry is highly competitive with a number of other
manufacturers that produce competitive products. Quality, delivery and price,
as well as technological innovation, are the primary elements of competition.
There can be no assurance that our products will compete successfully with
those of our competitors. These competitors include driveline component
manufacturing facilities of existing OEMs, as well as independent domestic and
international suppliers. Certain competitors are more diversified and have
greater access to financial resources. There can be no assurance that our
business will not be adversely affected by increased competition, or that we
will be able to maintain our profitability, if the competitive environment
changes.
OUR ABILITY TO OPERATE EFFECTIVELY COULD BE IMPAIRED IF WE LOSE KEY PERSONNEL OR
FAIL TO ATTRACT AND RETAIN ASSOCIATES.
Our success will depend, in part, on the efforts of our executive officers
and other key associates, including Richard E. Dauch, Co-Founder, Chairman of
the Board and Chief Executive Officer. In addition, our future success will
depend on, among other factors, our ability to continue to attract and retain
qualified personnel. We do not have employment agreements with any of our
associates other than Mr. Dauch, Robin J. Adams, Executive Vice President --
Finance and Chief Financial Officer and Alan L. Shaffer, Vice President --
Manufacturing Services. We do not have "key man" life insurance on any of our
associates other than Mr. Dauch. The loss of the services of key associates or
the failure to attract or retain associates could have a material adverse
effect on our financial condition and results of operations.
WE ARE SUBJECT TO RISKS AND COSTS ASSOCIATED WITH NON-COMPLIANCE WITH
ENVIRONMENTAL REGULATIONS.
Our operations are subject to federal, state, local and foreign laws and
regulations governing, among other things, emissions to air, discharge to
waters and the generation, handling, storage, transportation, treatment and
disposal of waste and other materials. We believe that our operations and
facilities have been and are being operated in compliance, in all material
respects, with applicable environmental and health and safety laws and
regulations, many of which provide for substantial fines and criminal sanctions
for violations. The operation of automotive parts manufacturing plants entails
risks in these areas, however, and there can be no assurance that we will not
incur material costs or liabilities. In addition, potentially significant
expenditures could be required in order to comply with evolving environmental
and health and safety laws, regulations or requirements that may be adopted or
imposed in the future.
We believe that the overall impact of compliance with regulations and
legislation protecting the environment will not have a material effect on our
financial condition or results of operations, although no assurance can be
given in this regard.
7
WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS FOR SOME KEY COMPONENTS AND MATERIALS
IN OUR PRODUCTS, WHICH MAKES US SUSCEPTIBLE TO SUPPLY SHORTAGES OR PRICE
FLUCTUATIONS THAT COULD ADVERSELY AFFECT OUR BUSINESS.
We have initiated a policy of strengthening our supplier relationships by
concentrating our productive material purchases with a limited number of
suppliers. We believe that this policy contributes to quality and cost control
and increases our suppliers' commitments to us. We rely upon, and expect to
continue to rely upon, single source suppliers for certain critical components
that are not readily available in sufficient volume from other sources. There
can be no assurance that the suppliers of these productive materials will be
able to meet our future needs on a timely basis, or be willing to continue to
be suppliers to us, or that a disruption in a supplier's business would not
disrupt the supply of productive materials that could not easily be replaced.
OUR CERTIFICATE OF INCORPORATION AND BY-LAWS AND DELAWARE LAW INCLUDE PROVISIONS
THAT MAY DISCOURAGE A TAKEOVER ATTEMPT.
Certain provisions of our certificate of incorporation and by-laws and
Delaware law may make any acquisition of control of us in a transaction that is
not approved by our board of directors more difficult or expensive.
THE PRICE OF OUR STOCK IS SUBJECT TO VOLATILITY, WHICH MAY MAKE IT MORE
DIFFICULT TO REALIZE A GAIN ON YOUR INVESTMENT IN OUR COMMON STOCK.
Various factors, such as general economic conditions and changes or
volatility in the financial markets, announcements or significant developments
with respect to the automotive industry, actual or anticipated variations in
our quarterly or annual financial results, the introduction of new products or
technologies by us or our competitors, changes in other conditions or trends in
our industry or in the markets of any of our significant customers, changes in
governmental regulation or changes in securities analysts' estimates of our
future performance or that of our competitors or our industry, could cause the
market price of the common stock to fluctuate substantially.
OUR STOCK PRICE MAY BE AFFECTED IF ADDITIONAL SHARES ARE SOLD.
Future sales of substantial amounts of shares of our common stock in the
public market could adversely affect prevailing market prices and the price of
our common stock and could impair our ability to raise capital through future
sales of our equity securities. Apart from any shares subject to lock-up
agreements, all of the shares sold in this offering, plus any shares issued
upon exercise of any underwriters' overallotment option, will be freely
tradeable without restriction under the Securities Act, unless purchased by our
affiliates.
Subject to important exceptions described in a prospectus supplement, the
selling stockholders will agree not to sell or transfer any common stock
without the permission of the underwriters for a period of 90 days from the
date of the applicable prospectus supplement. Sales of a substantial number of
shares of our common stock following the expiration of these lock-up periods
could cause our stock price to fall.
8
USE OF PROCEEDS
All net proceeds from the sale of the shares of our common stock offered
in this prospectus will go to the selling stockholders. We will not be selling
shares or receiving proceeds from this offering.
PRICE RANGE OF COMMON STOCK
Our common stock has been trading publicly on the New York Stock Exchange
under the symbol "AXL" since January 29, 1999. The table below sets forth the
range of quarterly high and low closing sales prices for our common stock on
the New York Stock Exchange during the calendar quarters indicated.
HIGH LOW
-------- --------
1999
First Quarter .................................... $16.69 $11.69
Second Quarter ................................... 16.31 12.00
Third Quarter .................................... 16.94 14.00
Fourth Quarter ................................... 15.00 11.94
2000
First Quarter .................................... $17.00 $12.00
Second Quarter ................................... 16.88 14.19
Third Quarter .................................... 16.00 10.75
Fourth Quarter ................................... 12.56 5.94
2001
First Quarter .................................... $11.55 $ 7.75
Second Quarter ................................... 17.00 8.85
Third Quarter .................................... 22.25 10.03
Fourth Quarter ................................... 21.79 12.06
2002
First Quarter (through March 12, 2002) ........... $30.05 $20.26
On March 12, 2002, the closing sale price of our common stock as reported
by the New York Stock Exchange was $30.05 per share. As of February 15, 2002,
there were approximately 482 stockholders of record of our common stock.
DIVIDEND POLICY
We have not paid any dividends since our recapitalization in 1997. We
currently intend to retain any earnings for use in our business and do not
anticipate paying any cash dividends in the foreseeable future. In addition,
our bank credit facilities and senior subordinated notes restrict us from
paying cash dividends on shares of our capital stock.
9
SELLING STOCKHOLDERS
The table below sets forth, as of March 5, 2002, certain information with
respect to the beneficial ownership of our common stock by the selling
stockholders. Unless otherwise indicated, we believe that the beneficial owner
has sole voting and investment power over such shares. We are parties to a
stockholders' agreement with Blackstone, Mr. Dauch and certain other
stockholders that provides for certain tag-along and drag-along rights, the
operation of which could result in a change of control of our company.
Percentage ownership in the table below assumes the exercise of options to
purchase 4,322,943 shares that were granted prior to our initial public
offering and that are currently exercisable. Options granted after our initial
public offering are assumed to be exercised as described in note (2) below.
NUMBER OF PERCENTAGE OF NUMBER OF PERCENTAGE OF
SHARES TOTAL VOTING NUMBER OF SHARES TO BE TOTAL VOTING
CURRENTLY POWER PRIOR TO SHARES TO BE OWNED AFTER POWER AFTER
NAME OF BENEFICIAL OWNER OWNED OFFERING SOLD OFFERING OFFERING
------------------------ --------- -------------- ------------ ------------ -------------
Blackstone (1) ......... 22,010,992 42.5% 9,425,000 12,585,992 24.3%
Richard E. Dauch (2) ... 8,712,483 16.8 1,500,000 7,212,483 13.9
----------
(1) 22,010,992 shares, or 42.5% (before the offering), of the outstanding
shares are held collectively by Blackstone Capital Partners II Merchant
Banking Fund L.P., Blackstone Offshore Capital Partners II L.P. and
Blackstone Family Investment Partnership II L.P. (collectively,
"Blackstone"). Blackstone Management Associates II L.L.C. ("BMA") is the
general partner of each of such entities. BMA's business address is 345
Park Avenue, 31st Floor, New York, New York 10154. Messrs. Robert L.
Friedman, Richard C. Lappin and Bret D. Pearlman who are on our Board of
Directors are each members of BMA, which has investment and voting
control over the shares owned by Blackstone. Each of such person
disclaims beneficial ownership of such shares. Messrs. Peter G. Peterson
and Stephen A. Schwarzman are the founding members of BMA and as such may
be deemed to share beneficial ownership of the shares owned by
Blackstone.
(2) Includes 7,304,949 shares held by the Dauch Annuity Trust 2001, the Dauch
Annuity Trust 2004 and the Dauch Annuity Trust 2007 (collectively the
"Dauch Trusts"). Mr. Dauch is the Trustee of the Dauch Trusts and has the
power to sell, transfer or otherwise dispose of shares owned by the Dauch
Trusts. Also includes 1,406,134 shares issuable under options that are
currently exercisable or that will become exercisable within 60 days of
March 5, 2002, including options to purchase 169,950 shares that were
granted after our initial public offering. Mr. Dauch's business address
is c/o American Axle & Manufacturing Holdings, Inc., 1840 Holbrook
Avenue, Detroit, Michigan 48212.
TRANSACTIONS WITH SELLING STOCKHOLDERS
In connection with a leveraged recapitalization transaction in 1997
through which Blackstone acquired a majority ownership interest, we entered
into an agreement, which was amended in 2001, pursuant to which Blackstone
provides certain advisory and consulting services to us. We incurred costs of
$4.0 million, $4.6 million and $4.0 million for such services provided by
Blackstone in 2001, 2000 and 1999, respectively.
Mr. Dauch is one of our co-founders and is our Chairman of the Board and
Chief Executive Officer and also Chairman of the Executive Committee of the
Board of Directors. He has been Chief Executive Officer and a member of the
Board of Directors since co-founding the Company in 1994. He was also President
of the Company from 1994 through December 2000.
10
PLAN OF DISTRIBUTION
We are registering the shares of our common stock on behalf of the selling
stockholders. The selling stockholders may offer their shares of our common
stock at various times in one or more of the following transactions:
o on the New York Stock Exchange,
o in private transactions other than on the New York Stock Exchange,
o to one or more underwriters for public offering and sale by them, or
o in a combination of any of the other three transactions listed here.
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts or commissions from
the selling stockholders, or they will receive commissions from purchasers of
shares for whom they acted as agents. If the shares are sold through one or
more underwriters, any underwriting compensation paid to underwriters or agents
in connection with the sale and any discounts, concessions or commissions
allowed by underwriters to participating dealers will be set forth in the
applicable prospectus supplement.
The selling stockholders also may sell all or a portion of their shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided they meet the criteria and conform to the requirements of that rule.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed on for us
by Simpson Thacher & Bartlett, New York, New York. Certain legal matters will
be passed upon for the underwriters, if any, by Mayer, Brown, Rowe & Maw,
Chicago, Illinois.
EXPERTS
The financial statements incorporated in this prospectus by reference from
our Current Report on Form 8-K dated March 12, 2002 and the related financial
statement schedule included in Amendment No. 2 to the Form S-3 Registration
Statement dated March 20, 2002 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are included and
incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
11
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9,500,000 SHARES
[GRAPHIC OMITTED]
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
COMMON STOCK
-------------------------
PROSPECTUS SUPPLEMENT
-------------------------
MERRILL LYNCH & CO. CREDIT SUISSE FIRST BOSTON MORGAN STANLEY
LEHMAN BROTHERS WACHOVIA SECURITIES
MARCH , 2002
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the fees and expenses in connection with
the issuance and distribution of the securities being registered hereunder.
Except for the SEC registration fee and the NASD filing fee, all amounts are
estimates.
SEC registration fee ......................................... $ 28,612
Accounting fees and expenses* ................................ 75,000
Legal fees and expenses* ..................................... 150,000
Blue Sky fees and expenses (including counsel fees)* ......... 5,000
Printing and engraving expenses* ............................. 65,000
Transfer agent's and registrar's fees and expenses* .......... 6,000
Miscellaneous Expenses* ...................................... 70,388
--------
Total ....................................................... $400,000
========
----------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes the registrant to indemnify the officers and
directors of the Company, under certain circumstances and subject to certain
conditions and limitations as stated therein, against all expenses and
liabilities incurred by or imposed upon them as a result of actions, suits and
proceedings, civil or criminal, brought against them as such officers and
directors if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful.
Reference is hereby made to Article VI of the registrant's bylaws, a copy
of which is filed as Exhibit 3.02, which provides for indemnification of
officers and directors of the registrant to the full extent authorized by
Section 145 of the Delaware Law. Section 7 of Article VI of the bylaws
authorizes the registrant to purchase and maintain insurance on behalf of any
officer, director, employee, trustee or agent of the registrant or its
subsidiaries against any liability asserted against or incurred by them in such
capacity or arising out of their status as such, whether or not the registrant
would have the power to indemnify such officer, director, employee, trustee or
agent against such liability under the provisions of such Article or Delaware
law.
The registrant maintains a directors' and officers' insurance policy which
insures the officers and directors of the Registrant from any claim arising out
of an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Registrant.
Section 102(b)(7) of the Delaware Law permits corporations to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty of care as a
director. Reference is made to Article Sixth of the registrant's certificate of
incorporation, a copy of which is filed as Exhibit 3.01, which limits a
director's liability in accordance with such Section.
Reference is made to Section 6 of the purchase agreement, a copy of which
is filed as Exhibit 1.01, for information concerning indemnification
arrangements among the registrant, the selling stockholders and the
underwriters.
ITEM 16. EXHIBITS
The following exhibits are filed herewith unless otherwise indicated.
II-1
NUMBER DESCRIPTION OF EXHIBIT
------ -----------------------
*1.01 Form of Purchase Agreement
2.01 Agreement and Plan of Merger, dated January 22, 1999,between the Company and
American Axle & Manufacturing, Inc. ("AAM, Inc."). (Incorporated by reference to
Exhibit 2.01 filed with American Axle & Manufacturing Holdings, Inc. Registration
Statement on Form S-1 (Registration No. 333-53491))
3.01 Amended and Restated Certificate of Incorporation (Incorporated by reference to
Exhibit 3.01 filed with American Axle & Manufacturing Holdings, Inc. Registration
Statement on Form S-1 (Registration No. 333-53491))
3.02 Bylaws (Incorporated by reference to Exhibit 3.01 filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration No.
333-53491))
4.01(a) Specimen Stock Certificate (Incorporated by reference to Exhibit 4.01 filed with
American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1
(Registration No. 333-53491))
4.01(b) Indenture, dated as of March 5, 1999, among American Axle & Manufacturing, Inc., as
issuer, American Axle & Manufacturing Holdings, Inc., as guarantor, and IBJ Whitehall
Bank & Trust Company, as trustee (Incorporated by reference to Exhibit 4.01 filed with
American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-4
(Registration No. 333-76605)).
4.02 Form of 9.75% Senior Subordinated Note due 2009 (the "Exchange Note")
(Incorporated by reference to Exhibit 4.02 filed with American Axle & Manufacturing
Holdings, Inc. Registration Statement on Form S-4 (Registration No. 333-76605))
4.03 Exchange and Registration Rights Agreement, dated March 5, 1999, among AAM Inc.,
Chase Securities, Inc., Donaldson Lufkin & Jenrette Securities Corporation and
Morgan Stanley & Co. Incorporated (Incorporated by reference to Exhibit 4.03 filed
with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form
S-4 (Registration No. 333-76605))
*5.01 Opinion of Simpson Thacher & Bartlett as to the legality of the Common Stock being
registered
*23.01 Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
*23.02 Consent and Report of Deloitte & Touche LLP
24.01 Powers of Attorney (Incorporated by reference to Exhibit 24.01 filed with American
Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-3, March 7,
2002)
*99.01 Schedule II of American Axle & Manufacturing Holdings, Inc.
(All other exhibits are not applicable.)
----------
* Filed herewith.
II-2
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement (other than as
provided in the proviso and instructions to Item 512(a) of Regulation S-K)
(i) any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the registration statement; and (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offerings of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) It will remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant also hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby further undertakes that for purposes of
determining any liability under the Securities Act, the information omitted
from the form of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Detroit, State of
Michigan, on the 20th day of March, 2002.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
BY: /s/ Patrick S. Lancaster
----------------------------
Patrick S. Lancaster
Group Vice President, Chief Administrative
Officer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on the 20th day of March, 2002.
SIGNATURE TITLE DATE
--------- ----- ----
By: * Co-Founder, Chairman of the Board of
--------------------------------- Directors and Chief Executive Officer March 20, 2002
Richard E. Dauch
By: * Executive Vice President --
--------------------------------- Finance and Chief Financial Officer March 20, 2002
Robin J. Adams (Chief Accounting Officer)
By: * Director March 20, 2002
---------------------------------
Forest J. Farmer
By: * Director March 20, 2002
---------------------------------
Robert L. Friedman
By: * Director March 20, 2002
---------------------------------
Richard C. Lappin
By: * Director March 20, 2002
---------------------------------
B.G. Mathis
By: * Director March 20, 2002
---------------------------------
Larry W. McCurdy
By: * Director March 20, 2002
---------------------------------
Bret D. Pearlman
By: * Director March 20, 2002
---------------------------------
John P. Reilly
By: * Director March 20, 2002
---------------------------------
Thomas K. Walker
*By: /s/ Patrick S. Lancaster
-----------------------------
Patrick S. Lancaster
Attorney-in-fact
II-4
EXHIBIT INDEX
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
*1.01 Form of Purchase Agreement
2.01 Agreement and Plan of Merger, dated January 22, 1999, between the Company and
American Axle & Manufacturing, Inc. ("AAM, Inc."). (Incorporated by reference to
Exhibit 2.01 filed with American Axle & Manufacturing Holdings, Inc. Registration
Statement on Form S-1 (Registration No. 333-53491))
3.01 Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit
3.01 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on
Form S-1 (Registration No. 333-53491))
3.02 Bylaws (Incorporated by reference to Exhibit 3.01 filed with American Axle &
Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration
No. 333-53491))
4.01(a) Specimen Stock Certificate (Incorporated by reference to Exhibit 4.01 filed with American
Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration
No. 333-53491))
4.01(b) Indenture, dated as of March 5, 1999, among American Axle & Manufacturing, Inc., as
issuer, American Axle & Manufacturing Holdings, Inc., as guarantor, and IBJ Whitehall
Bank & Trust Company, as trustee (Incorporated by reference to Exhibit 4.01 filed with
American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-4
(Registration No. 333-76605)).
4.02 Form of 9.75% Senior Subordinated Note due 2009 (the Manufacturing Holdings, Inc.
Registration Statement on Form S-4 (Registration No. 333-76605))
4.03 Exchange and Registration Rights Agreement, dated March 5, 1999, among AAM Inc.,
Chase Securities, Inc., Donaldson Lufkin & Jenrette Securities Corporation and Morgan
Stanley & Co. Incorporated (Incorporated by reference to Exhibit 4.03 filed with
American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-4
(Registration No. 333-76605))
*5.01 Opinion of Simpson Thacher & Bartlett as to the legality of the Common Stock being
registered
*23.01 Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
*23.02 Consent and Report of Deloitte & Touche LLP
24.01 Powers of Attorney (Incorporated by reference to Exhibit 24.01 filed with American Axle
& Manufacturing Holdings, Inc. Registration Statement on Form S-3, March 7, 2002)
*99.01 Schedule II of American Axle & Manufacturing Holdings, Inc.
(All other exhibits are not applicable.)
----------
* Filed herewith.
II-5